BACKGROUND AND INFORMATION RELEVANT TO THE

NEW VAL DE VIE DEVELOPMENT

Cover letter _______________________________________________________________ 3

Q&A _____________________________________________________________________ 5

Q1. What are the planned developments? ____________________________________________________________________ 5

Q2. What are the plans for the Val de Vie Hotel? ______________________________________________________________ 5

Q3. What is The Vines II development? ______________________________________________________________________ 5

Q4. What are the residential options in the new phases of the larger Val de Vie development? _________________________ 6

Q5. What are the non-residential features and benefits of the larger Val de Vie development to existing HOA members? ___ 6

Q6. Are the new developments allowed for under the existing constitution? ________________________________________ 7

Q7. How do the new developments concern the Val de Vie HOA? _________________________________________________ 8

Q8. What are the benefits and risks of incorporating these new erven into the existing Val de Vie HOA? _________________ 8

Q9. What impact will the new developments have on the amount of traffic on our roads? ___________________________ 11

Q10. What effect will the new developments have on the capacity of our recreational facilities? _______________________ 12

Q11. Will the incorporation of further phases increase security risk? ______________________________________________ 12

Q12. How will the new phases influence the property market in Val de Vie? ________________________________________ 13

Q13. What is the Val de Vie Foundation Trust? ________________________________________________________________ 14

Q14. Does the incorporation of the Vines II erven prolong the control of the developer? ______________________________ 15

Q15. Is there a Conflict of interest on the HOA board of trustees? _________________________________________________ 15

Q16. How can the development company sell erven in the new phase Vines II before we have voted? ___________________ 16

Q17. What is the structure of the new Development Company? __________________________________________________ 16

Q18. What are the proposed constitutional changes and why are they needed? _____________________________________ 17

Cover letter

Dear fellow Homeowners,

Following previous communications with homeowners regarding further developments in and around

Val de Vie, this letter serves to share the background and information relevant to the new Val de Vie

developments and the proposed incorporation of these phases within the current Val de Vie

Homeowners’ Association.

This letter is addressed to you by the homeowner trustees and the development sub-committee. The

development sub-committee was established by the board of trustees during October 2014 to

critically look at the process followed by the development company as it seeks to incorporate new

phases into Val de Vie. They are mandated to report to and advise the board of trustees on any matter

concerning the incorporation of new phases. The committee had numerous interactions with the

trustees and directors of the development company and would like to use this opportunity to brief the

homeowners of the detail of the new developments and to convey their opinion on those for your

consideration. The homeowner trustees and development sub-committee comprises of Clifford van

der Venter, Leon Cronje, Riaan Terblanche, Anton Gildenhuys, Pieter-Schalk van der Merwe, Chris

Meintjes and Marius Mostert. The development sub-committee members have no interest in the

Development Company.

The vision for Val de Vie from its earliest design phases has always included the incorporation of

further development phases and the extension of the existing borders of the estate. The bulk

infrastructure like sewage works, roads, and water systems was designed to be extended to

accommodate the envisaged larger estate.

Some nine years have elapsed since the first erf was transferred to where we are today. The Estate

has developed a prestigious brand through the marketing efforts of the Development Company and

has delivered a world renowned quality of life for its members, where property values continue to

increase. It is a privilege to be part of the Val de Vie community and we believe that this next chapter

will bring the complete vision to fruition.

The Development Company started sharing information with the HOA regarding the new

developments some 24 months ago. The company paid close attention to the questions and concerns

being raised by the HOA as the plans developed and matured. These issues were debated at the

trustee meetings and the development sub-committee meetings and we are confident that the

Development Company’s plans and the proposed structure are to the benefit of all the members.

The development company has convinced us of its clear intention to build on the successful and

prestigious Val de Vie brand in a responsible manner which will exceed the standards it set for itself

in the development of the first phase. We see several major benefits which will be realised for current

Val de Vie homeowners, namely economies of scale which will keep levies down, a wider range of

better facilities for all, resulting in a bigger, more prestigious estate which will elevate the Val de Vie

brand to a higher level, resulting in higher property prices.

We are aware of a frustration among certain homeowners at the perceived lack of information and

a growing need to participate in these discussions. The purpose of this letter and the information

evening is to rectify any shortcomings in the communication process by sharing current information

and opening the floor for discussion.

The attached letter attempts to deal with the questions raised by homeowners. In addition, the HOA

would like to invite you to attend an information evening on Monday, 11 May 2015 at 17:30 in the

Pavilion Ballroom. During this meeting trustees will be happy to discuss further these and any other

relevant issues concerning the new developments. We hope that this will clarify the proposed changes

to the Constitution to be voted on by homeowners at the Special General Meeting on 13 May 2015.

We realise that not everyone who would like to attend, will be able to do so. Such members should

please email their questions and concerns to hoa@valdevie.co.za, and we will make sure to address

them at the meeting. Please also assist us with the logistics with a RSVP to hoa@valdevie.co.za.

Minutes will be taken of the discussions that will take place at the meeting and will be made available

to all members as soon as possible after the meeting.

Please take the time to carefully consider the information contained herein as we believe these

changes will benefit us all as homeowners.

Kind regards

The Homeowner Trustees and Development Committee

Q&A

Q1. What are the planned developments?

For your reference please find at the end of this pack a Master Plan provided to us by the

Development Company. It includes the area indicating the borders of Val de Vie after the current

new phases are incorporated as well as the main features and points of interest or benefit for the

current homeowners. There are three new developments, namely the Val de Vie Hotel, the Vines II

and the larger Val de Vie.

Q2. What are the plans for the Val de Vie Hotel?

The world renowned Legacy Hotels have bought the erven zoned for Hotel from the Development

Company and it is hoped that construction can commence within the next 12 months. Stephen

Whitehead from Boogertman & Partners, the Val de Vie controlling architects, is the architectural

firm appointed to design the hotel. The plans embody the classic Val de Vie architectural style to

ensure that the proposed building blends in with the Polo Pavilion.

The development rights for a Hotel with 80% coverage on erven 608 and 649 are already in place.

These are the erven directly adjacent to the Southern and Western side of the polo pavilion. The

Hotel will have its own swimming pool and gym facilities. More detail will be shared as the plans are

developed and go through the aesthetics committee and council submission process. New roads in

the new development will carry the majority of the traffic to and from the hotel.

The Legacy Group requested that, in light of the immense investment that they will be making in Val

de Vie, the constitution includes a paragraph which affords them involvement in the process of any

proposed change to the constitution which would materially and adversely affect the hotel’s business

operations. The homeowner trustees agreed that it is reasonable to afford them such a protection

measure. Such protection mechanism for them has no negative effect or restriction on the members.

Q3. What is The Vines II development?

The Vines II erven are located north of the current main entrance. Its inclusion into Val de Vie Estate

ends the uncertainty of what will transpire on the other side of our fence on that side of Val de Vie.

The land has previously been used as a 4x4 track, and could have been used for other commercial

purposes again. It could also have been developed by other developers, different to the Val de Vie

concept and with products undesirable to Val de Vie homeowners, or worst case scenario, be subject

to informal dwellings. Removing these uncertainties will have a positive effect on the Estate and

benefit all homeowners.

The Trustees’ only points of concerns were that, if the Vines II erven were to be fully incorporated

into Val de Vie,

it should blend in aesthetically with the rest of the estate;

every Vines II erf should be liable for the same monthly levy as is payable by the existing Val

de Vie homeowners;

The 142 erven to be incorporated should not extend the “development period” as defined in

the constitution. In other words, they should not extend the period during which the Val de

Vie Developer as defined in the constitution, has the majority voting rights beyond the period

which it will take the developer to sell the remaining +-25 erven;

It should not unreasonably impact on the homeowners’ lifestyle in the current Val de Vie

estate.

Q4. What are the residential options in the new phases of the larger Val de Vie

development?

These new developments include the following residential products:

17 Gentleman’s estates (3ha – 6ha);

Full spec retirement village with frail care facilities (+-450 units);

61 ha farm;

450m2 - 700m2 erven; and

Luxury apartments.

Q5. What are the non-residential features and benefits of the larger Val de Vie

development to existing HOA members?

The larger Val de Vie would include a wider property proposition and many new additional shared

facilities available to all homeowners. These include:

A bridge across the Berg River which will significantly shorten the trip to e.g. Southern Paarl,

Stellenbosch, and the Airport for a large number of current Val de Vie homeowners. This

bridge will be an architectural landmark and aesthetical feature

Two additional entrance gates will spread the traffic load across the larger development and

alleviate the traffic at the current main gate. These new gates will have a total of 14 new

lanes. (One gatehouse with 3 lanes in and 3 lanes out; and a second gatehouse with 4 lanes

in and 4 lanes out).

The two new gatehouses will also have improved facilities, such as a visitor centre, contractors

enrolment centre, a specifically designed drop & go area, etc.

A new sports centre, four times the size of the current one, will enhance the facilities available

to all residents with:

o A 50m outdoor swimming pool with kids pool

o 2 x tennis courts and practise wall

o Artificial surface action sports facilities

o Cricket nets

o Netball hoops

o Deli

o 1000 m2 gym (4 times the size of the current one)

o Kids play equipment

o Youth hangout area

Additional equestrian arena

Several kilometres of outdoor trails for cyclists, horse hackers, runners and pedestrians

Additional 2 kilometres of Berg River frontage with 2 additional picnic areas

There will be direct internal road access to the Pearl Valley golf course, with the necessary

security controls. Reciprocally, the Pearl Valley homeowners will have access to the road

leading to the bridge, although not through any inner lane booms to private areas.

Some 99ha will be green areas, comprising 61 ha’s of farm land and 39ha’s of nature reserve

areas, all partly accessible to homeowners

A commercial and retail development directly outside the gatehouse on the R45, will have a

fuel station and commercial and retail rental space, ideally suited for a food retailer and

hardware store for example

Additional self-storage units

Commercial offices

More stables, grazing paddocks and working paddocks

Dog park, where animals can be let off the leash to enjoy equipment and spaces especially

designed for them.

These facilities, together with the existing facilities will be accessible to all homeowners, including

the current Val de Vie homeowners.

Q6. Are the new developments allowed for under the existing constitution?

The vision for Val de Vie, as expressed in the earliest design phases, included the incorporation of

further phases and the extension of the existing borders of the estate. The bulk infrastructure like

sewage works, roads, and water systems was thus designed to accommodate the envisaged inclusion

of many more homes. Clause 44 (below) of the first approved Val de Vie constitution specifically

made provision for this.

44. INCORPORATION OF FURTHER PHASES

The Developer has a continuing and permanent interest to ensure that certain basic provisions are

entrenched in perpetuity to ensure the success of the Development. Accordingly, none of the following

provisions may be deleted or varied in any way, in terms of clause 40 without the prior written consent

of the Developer:

44.1 the Developer has the right at any time and from time to time to extend or alter the area or

composition of the Development by requiring the Association to incorporate into the Development

any part/s of any adjoining properties owned by the Developer from time to time as further phases of

the Development which the Developer shall be entitled to develop as it may deem fit;

44.2 should any further property be incorporated into the Development, the Developer shall be

entitled to require that the first and all subsequent Owners of Erven therein become Members of the

Association in respect of those parts from such date as the Developer may determine, and on the

same terms and conditions as are applicable to the other Members of the Association. The Members

shall be bound by any such requirement of the Developer.

Q7. How do the new developments concern the Val de Vie HOA?

We have accepted the fact that the land adjacent to the existing Val de Vie will inevitably be

developed. The development rights on the land between Val de Vie and Pearl Valley as well as across

the Berg River have been in place for many years, resulting from the development processes driven

by other developers. It is mostly spoilt or low potential agricultural soil and the pressure on housing

in this valley is mounting as many families from across the country pack up and head for the beauty

and safety of our valley. The alien bushes and scrubland around us will enivetably be cleared whether

by Working for Water Programme for water conservation purposes or a developer for building

purposes.

These adjoining development rights have been bought by the Developer of Val de Vie and the HOA

has considered the benefits of having these new developments incorporated into Val de Vie – the

advantages far outweigh any disadvantages.

Q8. What are the benefits and risks of incorporating these new erven into the

existing Val de Vie HOA?

Considering the Vines II development, we can calculate that more homeowners mean that

more levy payers are available to contribute to the shared running costs. A real financial

benefit arises from economies of scale. In addition, the estate’s negotiating power increases

and real cost benefits can be negotiated with suppliers; with more available capital, the

quality of services and equipment can also be improved (Security for example).

The major advantage of incorporating the Vines II erven is the fact that the HOA will receive

an additional R425 290 (142 x R2995) in levy income per month. The incremental cost it brings

with it is estimated at R100 000 per month. The HOA will therefore receive net income of

R325 290, or +-R591 per Val de Vie homeowner. The HOA will only incur these monthly costs

once the fully developed open spaces are incorporated into Val de Vie. Until that point, the

costs and risk of maintenance will be for the account of the developer. In principle, the Val de

Vie HOA cannot be liable for costs without receiving the benefits of additional levies. Other

minor benefits from the Vines II include additional jogging routes and 2ha of open space.

To maximise the benefits of the above mentioned incorporation, we identified some risks to be

mitigated. In summary:

The current Val de Vie reserve funds should not be used for expenses related to this phase. The

current Val de Vie homeowners contributed for many years to accumulate these funds and we

would not want these funds to be spent on maintenance of assets or expenses attributed to new

phases.

The existing association must be able to dictate the timing and terms of incorporation – be in

control of its own destiny.

The existing association does not want to expose itself to any development risk – i.e. incomplete

assets which may be transferred to the association.

The most efficient and legally sound way of achieving these goals is with the following structure:

The existing HOA must become the Master HOA of the Estate in its entirety and each of the new

phases must be established as separate Sub-HOA’s, each being a separate juristic entity with its own

rights and obligations.

This will enable the Master HOA (current Val de Vie HOA) to:

Dictate the timing and conditions of the incorporation of any Sub-HOA into the Master HOA,

thereby ensuring that any new phases are only incorporated once the development

infrastructure is completed, the development risk is zero and appropriate capital reserves

have been built up in each Sub-HOA;

Decide on the amount of the monthly financial contribution which the Sub-HOA will need to

make to the Master HOA during the period between the establishment of each Sub-HOA and

the later incorporation of the Sub-HOA into the Master HOA;

Approve the constitutions of the Sub-HOA’s and exercise over-arching control over the

management and administration of each Sub-HOA.

Other details of this structure are listed below.

Each Sub-HOA will have its own governing documents, which will be applicable in addition to

the Estate Rules of the Master HOA which are of general application and which will also apply

to the members of each Sub-HOA. Where these rules are conflicting, the most limiting rule

will apply.

Each Sub-HOA will have its own set of financials and control over its own assets and

responsibility for payment of its own costs and for payment of a monthly levy to the Master

HOA.

Each Sub-HOA will have its own board of trustees, with representation on the Master HOA’s

board of trustees.

The monthly levies payable by each Sub-HOA to the Master HOA will be determined in

proportion to the use of the Master HOA’s assets by the members and occupants of each Sub-

HOA and all other wear and tear attributable to each Sub-HOA with respect to the assets of

the Master HOA, such as the use of roads, gatehouses and security fences, and calculated in

with reference to the levies being paid by the members of the Master HOA.

Each Sub-HOA will regulate its own internal affairs and the members of each Sub-HOA will

only be entitled to vote on issues relating to the affairs of the Master HOA which will

materially impact on the rights or obligations of the Sub-HOA members. The members of the

Master HOA and of each Sub-HOA will be entitled to attend general meetings in which matters

are discussed that are relevant to all members and will be entitled to vote in respect of those

decisions which affect all members.

To provide for the formation of the Sub-HOA’s, consistent with the ethics and objectives of

the current Val de Vie HOA, and to allow for the ultimate incorporation with the Master HOA,

Resolutions 1, 2, 4 & 6 were proposed (a further explanation of these resolutions are attached

hereto).

This is a tried and tested structure employed by many developments which have developed in a

similar “phased” manner and where phases with unique and distinct characters need to exercise

autonomy, but still needs to answer to an over-arching governing body. The homeowner trustees

obtained legal opinion on this model to ensure that it serves the desired purpose and is relevant to

our unique situation. We are satisfied that it accomplishes both.

To clarify, this Master/ Sub structure will not apply to the Vines II. The Vines II erven are incorporated

into the Master HOA and treated as any other current homeowner, and will be liable for a full

monthly Val de Vie levy each.

Q9. What impact will the new developments have on the amount of traffic on

our roads?

The Development Company employs highly experienced and skilled professionals on the

development team. One such expert discipline involved is the traffic engineer. They follow

quantitative processes and calculate, according to generally accepted norms, the traffic loads in

detail on external and internal roads. The outcome of their studies has a direct influence on the layout

of the new road network, number of entrances, and number of lanes at the gatehouses, required

circles, etc.

Generally, traffic flows should fall below what is in traffic engineering terms referred to as the

Environmental Capacity Level. Environmental Capacity Level does not refer to the physical capacity

of the road, but rather a subjective capacity taking environmental factors into account. To protect

the rural and tranquil character of Val de Vie, the HOA has set the threshold Environmental Capacity

Level for Val de Vie far below the generally accepted national norm.

After all the new phases are incorporated, the expected peak traffic will be a mere 30% of the national

Environmental Capacity Level. The current Val de Vie road design over-caters in width in comparison

to other estates. The Development Company will continue to adhere to this design philosophy. There

are few estates which can boast with 36m-wide road reserves.

The committee has also considered the traffic which is currently generated by contractors. Our

gatehouse statistics show that currently more than half of our traffic is caused by contractors.

Therefore our traffic should decrease from current levels as homes are completed.

It must be acknowledged that along the main boulevard and along the road leading to public facilities,

the traffic will increase from the level it would have been if Val de Vie never expanded, but the overall

amount of traffic will not reach a level which will harm the rural, tranquil character of Val de Vie.

This will also be mitigated by establishing road links between the current Val de Vie and the new

phases through which the current Val de Vie traffic will be dispersed over a wider road network and

through two additional gatehouses.

Construction vehicles of the new developments will not use the existing Val de Vie roads and the

internal boom system will stay in place to control public traffic and ensure the privacy of owners.

Q10. What effect will the new developments have on the capacity of our

recreational facilities?

The HOA keep precise records of the number of people utilising the current gym and the times they

make use of it. This data shows that only about 10% of homeowners use the gym facility and only do

so a few times per week. An even smaller percentage of homeowners use the swimming pool. The

phase 2 precinct will have no impact on the current gym as it will be developed with a complete

additional sports and leisure centre with amongst others, gym facilities, outdoor swimming pool,

tennis courts, cricket nets, an astro-turf court and equestrian facilities. The Vines II (142 erven) will

not have its own gym facilities, but we cannot foresee that it will have any noticeable impact on the

current facilities. If one applies the current 10% usage rule, we are looking at only an additional 15

families which will use the current gym, and only for a short period of time, as it is expected that the

new sport centre will be constructed before we have 100% residency in the Vines II. Even so, the

Development Company has committed to donate additional cardio equipment should our estimates

be inaccurate and the gym does get congested. Additionally, we expect more and more people to

exercise outdoors according to modern trends and with the extended distances of jogging and cycling

trails. Bottom line is, with the information currently available to us, we don’t see the gym capacity

being an issue. However, should it become an issue, it will be addressed with relative ease.

Q11. Will the incorporation of further phases increase security risk?

The most essential aspects of our security measures are the safeguarding of the perimeter and access

control through the gates. We have to date been very successful in not only keeping criminals out,

but also in installing measures which are customer friendly and expandable. Our security back-bone,

including the monitoring control room, visitor enrolment system, biometric system and supporting

software were designed and implemented particularly with expandability in mind. With

“expandability”, we mean that higher volumes can be handled effectively without compromising

security.

It should be acknowledged that, in theory and statistically, the higher the number of humans who

operate within your borders and the greater the number of visitors who pass through the gates, the

higher the risk of criminal activity taking place. However, our track record shows that to date, we

have been successful in managing this risk. We will continue to assess the risks and simply implement

the necessary measures to keep our record clean. The current system will be extended to include all

the new developments. Key features are listed below.

The perimeter is covered by thermal cameras. This gives a dedicated monitoring control room

24/7 “night vision” visuals of the perimeter, but more importantly, it provides early warning

of any potential intruder who comes within 20-30m of the fence. We have been one of the

early adopters of this technology in South Africa and it has proved to be very effective. This

we can say as we do weekly stress-tests, during which dummy intruders, unannounced, try to

penetrate the perimeter, mostly at night time, so that we can assess the response of the

control room and the ground response unit.

There is an opinion that an increase in the number of tenants also increases the risk profile in

an estate. To avoid this from happening here, we compel tenants to “apply” to the HOA for

residency. This gives the HOA the opportunity to do back-ground research and checks on

applicants before they are allowed as tenants.

The main gate entrance remains a major focus area. One must be careful not to let overly

cumbersome security measures spoil our hospitality, but we believe the systems we have put

in place can adequately distinguish between visitors who have been pre-authorised or not, a

contractor etc. and different procedures then apply for each category.

The inner lane boom system will always apply. This means that non-residents can only enter

particular areas on the invitation of a resident in that area and will protect privacy and

regulate traffic flow. The new developments’ road layout and urban design follows this

philosophy.

Q12. How will the new phases influence the property market in Val de Vie?

Despite the overall increase in the number of units available once the development is completed, the

professional opinion indicates that this is unlikely to have a material impact on the demand for

property in the valley. This is further addressed through the development offering which deliberately

seeks to provide non-competing alternative housing products in terms of size, character and price

and target market i.e. retirement units, gentleman’s estates etc. Each new phase will only be

launched if the market demand is strong enough to absorb such sales.

The land currently allocated for development and incorporation into Val de Vie, falls within the urban

edge and is per definition destined for development. One therefore cannot prevent development

from taking place in our surrounding area. However, it should be reassuring that the Val de Vie

Development Company, who has the proven track record and experience of managing a responsible

and prosperous development, will also be at the reins of these prospective phases.

We believe that Val de Vie has achieved international fame for being an excellently designed and

well-managed estate. The agents inform us that visitors marvel at the natural beauty, feeling of

space, security and tranquillity, the hospitality, and the efficiency of our staff and visitor enrolment

procedures. We have achieved numerous awards, write-ups and testimonials. In acclaim there is

little more to achieve and our homeowners enjoy the resultant good property values. However,

increased diversity in residential products would open up additional markets and attract the

attention of wider communities. Experts informed us that, as development increases in an area, the

general liquidity in that area increases and this in turn supports property prices. Therefore, it is better

for property prices in Val de Vie when the area around Val de Vie is developed; assuming of course it

is developed on the same standard as Val de Vie.

We therefore believe that the incorporation of further phases could only benefit the current Val de

Vie homeowners and property values.

Q13. What is the Val de Vie Foundation Trust?

The Development Company’s informed us that their vision is not limited to the well-being of the

homeowners, but extends towards the surrounding community, many of whom cannot afford to live

here and benefit directly, but who should benefit indirectly, either from employment opportunities,

social upliftment initiatives or broader security initiatives.

For this purpose, the Development Company established the Val de Vie Foundation Trust, which will

be funded by 1% of sales of all developer erven, as well as 5% of levy income from all newly

established Sub-HOA’s.

The registered purpose of the foundation is:

To provide relief to disadvantaged communities in the wider Cape Winelands Region, but with

specific focus on the Drakenstein Valley through:

1. Youth and leadership development;

2. Education;

3. Job creation;

4. Projects of social and spiritual concern for the relief of communities in distress.

The funding model will secure a long term monthly income stream and will ensure that projects

initiated by this foundation will be sustainable. The Development Company is emphatic that this

initiative is not an after thought or a window dressing exercise, but rather one of their strategic goals.

Q14. Does the incorporation of the Vines II erven prolong the control of the

developer?

The “development period” is the period during which the Val de Vie Developer has majority voting

rights in the HOA. (The developer has never used its majority voting rights). This development period

will come to an end after the remaining 25 developer erven in the existing Val de Vie have been

transferred and it will not be extended with the 142 additional erven in the Vines II development.

To facilitate the inclusion of the Vines II - Resolution 1.3 was therefore proposed to amend the

definition of “Development Period” as follows (changes shown in bold font):

“Development Period means the period commencing 1 February 2005 until all the erven (excluding

any erven forming part of the extension named The Vines II, which will not be taken into account

in determining the Development Period) have been transferred from the Developer; alternatively,

on the date on which Elements Development Projects notifies the Association in writing that it

terminates the Development Period.”

Q15. Is there a Conflict of interest on the HOA board of trustees?

The developer-appointed trustees are often accused of being in a position of a potential conflict of

interest. It is clearly worded in the constitution of Val de Vie that in order to manage the development

of the estate – the developer has the right to appoint 4 developer trustees and the association can

elect 2 trustees. Additional trustees can be co-opted by the board. The developer also has a majority

voting right in respect of general meetings. These clauses are effective for as long as unsold erven

remain on the balance sheet of the developer, in other words, for so long as the developer carries

development risk.

From the development company’s perspective, it’s a prudent risk-mitigating measure to put in place

and is good business practice in the property development industry. These clauses are not intended

as a mechanism to force decisions through which are against the spirit of the constitution or contrary

to the common good of the members. The developer trustees are bound by their fiduciary duties just

as the homeowner trustees are.

To balance the interests of the homeowners and the developer, the developer trustees have co-

opted two additional homeowner trustees. The developer-appointed trustees are Morne Bosch,

Sarel Rossouw, Ryk Neethling, Martin Venter and Renier Swart. Leon Cronje and Anton Gildenhuys

were elected at the AGM and Riaan Terblanche and Clifford van der Venter were co-opted. This

makes for 9 trustees. (5 trustees with developer interests and 4 trustees with no developer interests).

Trustee decisions have never been “put to the vote”. We strictly follow the practise of deliberation

until we have consensus and can minute a unanimous decision. It makes for more and longer

meetings, but creates an atmosphere of trust and respect for all opinions around the table. The 4

independent trustees fulfill a valuable role in checking that the 5 developer trustees constantly align

the interests of the development company with that of the homeowners.

Although the constitution affords the developer a majority vote for the duration of the development

period, the developer has never “over-ruled” any decision or made use of its majority vote. All these

claims can be verified by the trustee minutes.

Q16. How can the development company sell erven in the new phase Vines II

before we have voted?

The development company does so entirely at its own risk. The Val de Vie HOA will only incorporate

fully serviced erven and established private open spaces (common green areas). There is therefore

no risk to the HOA in the development company’s process of obtaining all its development rights or

its process of selling to the public.

Q17. What is the structure of the new Development Company?

The Development Company of Val de Vie is defined in the constitution as “Elements Development

Projects (Pty) Ltd”, of which the majority shareholding is held by Martin Venter, the founder of Val

de Vie. For the development of the new phases, new shareholders need be brought in to satisfy the

funding model and complete the strategic and business development skill-set. The new phases are

each ring-fenced in separate legal entities under the ultimate control of a holding company called Val

de Vie Investments (Pty) Ltd. The shareholders in Val de Vie Investments (Pty) Ltd are:

Amdec Investments (Pty) Ltd 40%

o Property development specialists and owners of Melrose Arch, Evergreen

Retirements Villages. Liberty Properties hold a significant interest in the Amdec

Group;

Watchman Properties (Pty) Ltd 24%

o Represents the interests of the Val de Vie Development Management team i.e. Sarel

Rossouw, Martin Venter, Ryk Neethling, Morne Bosch, Renier Swart;

Heritage Trust 12.6%

o Martin Venter, the founder of Val de Vie’s business trust interest;

Star property group 10%

o Property Development Company, of which Renier Swart is a director;

Giflo Holdings (Pty) Ltd 9%

o Commercial and retail property developers in which the Scharrighuisen family has a

significant interest;

Daetiq (Pty) Ltd 4.4%

o Property Investment Company in which Johan van der Merwe, CEO of Sanlam

Investment Management, has a significant shareholding.

This information is not only provided in the interests of transparency in principle, but also to illustrate

that the funding partners are all very successful property developers and that the “Val de Vie team

members” who developed the estate into the success it is today, are all significantly invested and

intimately involved in the further development and management of the estate.

Q18. What are the proposed constitutional changes and why are they needed?

There are essentially two main issued which are to be voted on. Firstly to change the definition of the

developer as defined in the constitution. Secondly, a number of resolutions to facilitate the proposed

incorporation of the new developments, into the existing HOA. The homeowner trustees are satisfied

that the benefits of incorporating the phases as indicated by the Development Company will be for

the greater good of Val de Vie if we implement it according to the principles as described above and

in accordance with the proposed structure. As long as the Val de Vie HOA can, without increasing un-

mitigated security risks:

Protect the financial interests of the current HOA;

Remain in control of its own destiny, by deciding on the timing of incorporation;

Realize the financial benefits of additional levies and economies of scale;

Include additional amenities and infrastructure which will enhance the lifestyle experience

for the residents.

These developments should ultimately have a positive effect on property values as the Val de Vie

brand will be further developed.

The resolutions are worded and proposed to make all this possible, specifically as follows:

Resolution 1

Amendment of various Definitions in Clause 1, including:

The inclusion of Val de Vie Investments (Pty) Ltd and subsidiaries in the definition of “the

developer” to facilitate the incorporation of additional development phases into the existing

HOA, subject to the protective measures explained above;

Amending the definition of “development period” to ensure that the incorporation of the

Vines II erven do not lengthen the development period;

Amending the definition of an “erf” to include the Vines II and future erven to clarify the rights

and obligations of future owners of erven which form part of any extensions to the current

estate.

Resolution 2

Amendment of Clause 21 to provide for Sub-HOA Trustees

Amendment of Clause 21 to provide for Sub-HOA Trustees to allow representation at trustee-level

for members of the Sub-HOAs. Such trustees will not have a controlling interest at the level of the

Master HOA, but will be party to the deliberations of the trustees of the Master HOA and will be able

to voice the concerns and interests of the members of the Sub-HOAs.

Resolution 3

Insert Clause 23.14 to provide for trustee resolutions to be passed by way of email correspondence.

This is a purely operational requirement to ensure that decisions can be taken by the trustees when

such decisions have to be taken before the next meeting of the trustees.

Resolution 4

Insert Clause 31.2 to explain the allocation of Sub-HOA Member voting rights. This clause will ensure

that the members of the Sub-HOAs will only be entitled to vote on decisions to be taken by the Master

HOA where such decisions materially impact on the rights or obligations of the members of the Sub-

HOAs.

Resolution 5

Insert Clause 43.3 to ensure that no addition, amendment or substitution to the constitution will

unreasonably prejudice the hotel business operations. The concerns of the hotel business have been

explained above.

Resolution 6

Insert Clause 51 to provide for the establishment of prospective Sub-HOA’s.

Resolution 7

Insert Clause 52 to provide for the distribution of assets upon the dissolution of the Association. The

insertion of this clause is required to ensure compliance with tax legislation and further safe-guards

the interests of the members of the HOA.